RESTRICTIONSSEE REVERSE SIDE INCORPORATEDUNDER THE LAWS OF THE STATE OF DELAWARE

EX-4.1 3 a08-28486_1ex4d1.htm EX-4.1

Exhibit 4.1

 

RESTRICTIONS SEE REVERSE SIDE

 

INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE

 

[A-    ]

 

—[Number of Shares]—

 

TCF FINANCIAL CORPORATION

 

Authorized Number of Shares:

361,172 Fixed Rate Cumulative Perpetual Preferred Stock, Series A, $.01 Par Value

 

This Certifies that        SPECIMEN       is the owner and registered holder of       [                  ] ([                             ])       Shares of

 

TCF Financial Corporation Fixed Rate Cumulative Perpetual Preferred Stock, Series A, $.01 Par Value

 

transferable only on the books of the corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

 

 

 

IN WITNESS WHEREOF, the said corporation has caused this certificate to be signed by its duly authorized officers as of the        day of                                 ,             .

NO

 

 

 

 

CORPORATE

 

 

 

 

SEAL

 

Vice Chairman, General Counsel Secretary

 

Senior Vice President and Treasurer

 

 



 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

 

For Value Received                                 hereby sell, assign and transfer unto                                                                                 Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                         &nb sp;                                               Attorney to transfer the said shares on the Books of the within named Corporation with full Power of substitution in the premises.

 

Dated                              , 20         

 

IN PRESENCE OF                                                                                                                                                                                         

 

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER